Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On November 10, 2021, Jonathan E. Michael, Chairman of the Board of
Directors and Chief Executive Officer, announced his resignation as Chief
Executive Officer of RLI Corp. (the "Company") effective December 31, 2021. He
will remain Chairman of the Board of Directors of the Company (the "Board")
effective January 1, 2022, until he stands for re-election to the Board at the
2022 annual meeting of shareholders on May 5, 2022. Mr. Michael's resignation as
Chief Executive Officer was part of a succession plan previously approved by
independent Directors of the Board.
Mr. Michael, age 68, will remain employed by the Company during his tenure as
Chairman of the Board. In connection with his role, the independent Directors of
the Board approved an annual base salary of $350,000. Mr. Michael will not
receive annual or long-term incentive awards in 2022. Mr. Michael will be
eligible to participate in employee benefit programs under the terms of those
programs. Mr. Michael will also be permitted to use the Company's
fractionally-owned aircraft for up to 35 hours for 2022 at an hourly rate set by
the independent Directors of the Board.
(c) On November 10, 2021, the Board appointed Craig W. Kliethermes as President
and Chief Executive Officer of the Company effective January 1, 2022. In
connection with his promotion, Mr. Kliethermes will receive an annual base
salary effective January 1, 2022 of $650,000. His annual and long-term
incentives beginning January 1, 2022 will be established in the ordinary course
in 2022 when those awards are set for other Company officers. There is no
arrangement or understanding between Mr. Kliethermes and any other persons
pursuant to which Mr. Kliethermes was selected as an officer. Mr. Kliethermes is
not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Mr. Kliethermes, age 56, has served as President and Chief Operating Officer of
the Company since January 1, 2021, and President and Chief Operating Officer of
the Company's insurance company subsidiaries since 2016. Previously, he served
as Senior Vice President, Risk Services of the Company since 2013. Kliethermes
joined the Company in 2006.
(c) On November 10, 2021, the Board appointed Jennifer L. Klobnak as Chief
Operating Officer of the Company effective January 1, 2022. In connection with
her promotion, Ms. Klobnak will receive an annual base salary effective January
1, 2022 of $475,000. Her annual and long-term incentives beginning January 1,
2022 will be established in the ordinary course in 2022 when those awards are
set for other Company officers. There is no arrangement or understanding between
Ms. Klobnak and any other persons pursuant to which Ms. Klobnak was selected as
an officer. Ms. Klobnak is not a party to any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Klobnak, age 50, has served as Sr. Vice President, Operations of the
Company's insurance company subsidiaries since 2016. Previously, she served as
Senior Vice President, Risk Services of the Company since 2014. Ms. Klobnak
joined the Company in 2000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated November 10, 2021.
This Exhibit is furnished pursuant to Item 8.01 hereof and should not be
deemed to be "filed" under the Securities Exchange Act of 1934.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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